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          PRESCRIBED CONTRACT FOR COMPUTER SOFTWARE, SERVICES,  
          AND EQUIPMENT 
          State Form 55931 (R / 8-19) 
                                                                          
This Contract is entered into by and between 
________________________________________________________________________(“Contractor,” 
which term shall include the Contractor’s principals), and the ____________________________ County 
__________________________________ and the Board of County Commissioners of __________ County, 
Indiana (hereinafter jointly and severally the “County,” which term shall also mean ____________ County, 
Indiana). 
 
                                             RECITALS 
 
A.  The County has determined it is in the County’s best interest to employ the Contractor as an information 
 technology provider pursuant to the provisions of IC 6-1.1-31.5-2 for the purpose of providing computer 
 software, services, and/or equipment as required by IC 6-1.1-31.5-2 and 50 IAC 26; 
 
B.  The County and the Contractor have complied with IC 5-22 in obtaining bids, proposals, or a special 
 procurement, and the purchase of the Contractor’s software, services, and/or equipment is in compliance 
 with Indiana law;  
 
C.  The Contractor’s software, services, and/or equipment are certified by the Department pursuant to 50 
 IAC 26-18; 
 
D.  The County is awarding the Contract to the Contractor after compliance with IC 5-22, and the Contractor 
 is willing to contract with the County subject to the terms and conditions of this Contract; 
 
E.  This Contract is subject to the provisions of IC 6-1.1-31.5 and 50 IAC 26 and the Contractor will comply 
 with the provisions of IC 6-1.1-31.5 and 50 IAC 26 in connection with this Contract; and 
 
F.  As contemplated by IC 6-1.1-31.5-2, the Department of Local Government Finance (“Department”) has 
 the statutory right of oversight of the performance of the Contractor, and may from time to time review 
 the performance of the Contract for compliance with IC 6-1.1-31.5 and 50 IAC 26. 
 
                                             AGREEMENT 
 
In consideration of the promises, mutual covenants, and obligations of the parties, the County and the 
Contractor agree as follows: 
 
1. Incorporation of Recitals. The foregoing recitals are adopted by the parties as being true and accurate 
statements and are hereby incorporated as binding representations of this Contract. 
 
2. Products and Services Provided by Contractor. The Contractor agrees to provide to the County certain 
hardware, software, and/or services, including but not limited to consulting, project management, training, 
configuration or installation (collectively the “System Package”), all as more particularly described on a Work 
Plan that must be attached to this Contract as “Exhibit A”. From time to time, the Contractor and the County 
may agree upon additional hardware, software, and/or services to be provided by the Contractor (the 
“Additional Products and Services”), which shall be designated on additional Work Plan(s) and attached as 
Addenda to this Contract and executed by the Parties pursuant to the same formalities as the execution of 
this Contract. The System Package, Work Plan, and Additional Products and Services shall be governed by 

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the terms of this Contract, and to the extent the terms of this Contract and the Work Plan contradict, the 
terms and provisions of this Contract shall control.  
 
3. Contractor’s Product Compliance with Indiana Law.       If the Contractor’s duties pursuant to this Contract 
are to provide either a component of or a complete property tax management system, the Contractor agrees 
as follows in compliance with 50 IAC 26-19-1(b)(3) and (5) and 50 IAC 26-19-2(b)(2): 
 
A.  The Contractor guarantees and warrants that the products covered by this Contract meet the provisions 
   of 50 IAC 26-19, and if any party subsequently discovers a failure by the Contractor’s products to meet 
   the provisions of 50 IAC 26-19, the failure will be corrected at the Contractor’s expense. 
 
B.  The Contractor will make any product or service change that is required as a consequence of a change 
   in any law, rule, or state policy relating to the System Package (and components thereof), provided that 
   Contractor is compensated equitably, based on common industry rates, as are reasonably agreed to by 
   the parties. The Contractor understands that even if the Contractor claims that it is not being equitably 
   compensated and refuses to make a product or service change, 50 IAC 26 authorizes the Department to 
   decertify the Contractor’s System Package (and components thereof) if it does not comply with 
   applicable laws. Such decertification could result in the System Package (and components thereof) being 
   ineligible for operation in Indiana. A decision by the Department to decertify the System Package or any 
   component thereof shall not be attributed to the County and shall not give rise to a cause of action 
   against the Department. 
 
C.  The Contractor will provide assistance to the County as may be required to modify the property tax 
   management system (or component thereof) to comply with changes in stated law, Department rules, 
   Department policy statements, or 50 IAC 26-19 within the time period prescribed by the law, rule, or 
   Department.  
 
4. Contractor to Provide Maintenance Agreement.       The                                                           Contractor agrees, in compliance with 50 IAC 26-
19-2(b)(1) and (4) and 50 IAC 26-19-3, that if it is a vendor of assessment software or tax and billing 
software, it will provide (i) a software maintenance agreement that meets the standards prescribed in 50 IAC 
26-19; (ii) the Contractor will reimburse the County for all costs incurred as a result of the Contractor’s failure 
to continue to support the assessment software or tax and billing software during the life of the maintenance 
agreement; and (iii) the Contractor must offer a maintenance contract for ongoing maintenance services of 
the property tax management system that includes (1) telephone support, (2) problem diagnostic support for 
the Contractor’s personnel by any necessary combination of remote and on-site services, (3) system 
modification initiated by the Contractor, and (4) services to correct defects in software that are provided at 
the Contractor’s expense. 
 
5. Contract Representative. The County ______________________ shall be the Contract Representative 
to serve as the primary contact person under the Contract.  
 
6. Contractor Employees: Project Manager. The Contractor assigns 
________________________________ as the project manager, with whom the County and the Department 
shall discuss all issues related to the Contract, and the contact information for the project manager is: 
 
    Address (number and street, city, state, and ZIP code: 
   ____________________________________________________________________________________ 
   ____________________________________________________________________________________ 
    Work telephone: (___)_________   Home telephone: (___)_________   Cell number: (___)___________ 
    E-mail address:  ______________________________________________________________________ 
  
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7. Work Plan. Attached hereto, and incorporated fully herein as Exhibit A, is the Work Plan developed and 
approved by the Contractor and the County setting forth the schedule for the completion of work under this 
Contract. The Contractor and the County warrant and represent that the Work Plan ensures that all 
information technology requirements necessary to fully comply with the obligations of 50 IAC 26 have been 
met. A Work Plan complying with the provisions of paragraph 2 must be attached to and incorporated into 
this Contract before this Contract may be uploaded pursuant to IC 6-1.1-31.5-2. 
 
8. Performance Bond. If the County requires surety and performance bonds, the Contractor must purchase 
a performance bond or bonds from a surety licensed to do business in the State of Indiana. The performance 
bond(s) must be in the same amount as the price of this contract and must entitle the County to call upon the 
surety to complete the contract in one of three ways: 1) the surety completes the contract by hiring a 
completion contractor; 2) the surety and the County choose a new contractor to complete the contract and 
the surety pays the costs; or 3) the County alone chooses a new contractor and the surety pays the costs. If 
the surety chooses to complete the contract by hiring a completion contractor, the surety assumes the same 
risk as the original Contractor. A requirement that the Contractor provide surety and performance bonds may 
be attached to this Contract as an addendum to be signed by all parties. Alternatively, the Contractor and 
County may agree to a performance retainer and attach an addendum signed by all parties to this Contract 
to provide for such a retainer. 
 
9. Disaster Recovery. The Contractor  shall /  shall not provide a Continuity Plan. The Continuity Plan 
is hereby incorporated by reference and shall provide, at minimum, the following: 
 
A.  provision of an alternate power source for uninterrupted services; 
  
B.  designation of one or more facilities (each a “Disaster Recovery Site”) or separate computer resources to 
  which the Contractor shall move the affected portion of any Services upon the occurrence of a Force 
  Majeure event requiring such a relocation (including a Force Majeure event at a Disaster Recovery Site), 
  which Disaster Recovery Sites for this Agreement shall be ____________________________________;  
 
C.  equipment of each Disaster Recovery Site with data processing resources sufficient to provide all 
  Services in reasonable compliance with the terms and conditions of the Contract, based on the 
  circumstances of the Force Majeure event; and 
 
D.  specification of all procedures for the determination or declaration of a Force Majeure event, which 
  determination or declaration may not be unreasonably withheld or delayed by either party. In the event of 
  a Force Majeure event, the Contractor shall use commercially reasonable efforts to resume delivery of 
  the services (including via electronic access) utilizing the Disaster Recovery Site in the timeframe 
  provided in the Continuity Plan. To the extent one or more Force Majeure events materially and 
  adversely affects or prevents performance of the Continuity Plan, the Contractor shall provide the 
  Department with a plan to resume delivery of the Services no later than seven business days thereafter 
  at all Service Locations other than those at which the Force Majeure event has rendered impractical the 
  delivery of the Services at such Service Locations. The Department shall not unreasonably deny 
  approval of the new plan. 
 
E.  This section supplements Section 36 of this Contract. 
   
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10. Office Space; Computer Support. The County     shall /  shall not provide the Contractor with office 
space and   shall /    shall not provide the Contractor with computer support in connection with the 
performance of this Contract. The County and Contractor shall be aware of and exclusively responsible for 
all legal implications of the County providing the Contractor with office space and/or computer support in 
connection with the performance of this Contract. 
 
11. Continuity of System Operations. If for any reason the County changes the assessment or tax and 
billing software or any other part of the computer system at (i) the end of the Contract term, (ii) Contract 
termination, (iii) decertification, or (iv) failure of recertification, the Contractor shall in no way impede or delay 
the smooth, orderly, and timely transfer of the County’s data from the current database to the new database. 
 
12. Source Code Escrow. The Contractor agrees to maintain an Escrow Agreement for the Software 
source code and related documentation for the benefit of the County and the Department during the term of 
the Contract. Contractor further guarantees that it will include the Department as a third party beneficiary to 
the Escrow Agreement at no charge to the Department. Additional terms and conditions include: 
______________________________________________________________________________________
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______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
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______________________________________________________________________________________
______________________________________________________________________________________
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______________________________________________________________________________________ 
 
13. Consideration. The County shall pay the Contractor a fee of $_________________________________  
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
select desired amount in full payment for the complete performance of all duties, responsibilities, and 
activities set out in this Contract and on the Work Plan mutually agreed to under paragraph 7 of this Contract 
and attached as Exhibit A. The fee shall be paid in the manner set forth in paragraph 16 below. The parties 
to this Contract acknowledge that the Department has no duty, responsibility, or obligation under this 
Contract to pay the Contractor, any subcontractor of the Contractor, or the County. The parties further 
acknowledge that the work to be performed under this Contract is solely for the benefit of the County and 
that it is the County’s sole obligation to pay the Consideration required under this Contract.  
 
    (Provision 14 is optional.) 
 
14.  Guaranteed Most Favorable Terms.  All of the prices, terms, warranties and benefits granted by the 
Contractor in this Contract are comparable to or better than the terms granted by the Contractor to any other 
similarly situated state and local government customer. If the Contractor, prior to the delivery of the software, 
announces a price reduction or makes generally available to other customers more favorable terms or 
conditions with respect to the software, such prices, terms, warranties, or conditions shall be made available 
to the County and the Department on the date the price reduction or change in terms and conditions became 
effective. 
 
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15. Condition of Payment. All services provided by the Contractor must be performed to the reasonable 
satisfaction of the County and the Department, as determined at their sole discretion and in accordance with 
all applicable federal, state, local laws, ordinances, rules, and regulations. The County shall not be required 
to pay for work found to be unsatisfactory, inconsistent with this Contract, or performed in violation of federal, 
state or local statute, ordinance, rule, or regulation. 
 
16. Time and Manner of Payment. The Contractor shall be paid as follows: 
 
A.  The Contractor shall submit a claim for payment 
    ___________________________________________________________________________________
    ___________________________________________________________________________________
    ___________________________________________________________________________________
    ___________________________________________________________________________________
    ____________________________________________ [specify timing of payment]. The amount of each 
    _______________________ [specify monthly, yearly, or lump sum] payment is subject to the completion 
    percentage requirements set forth in the Work Plan, subject to approval by the County, and is subject to 
    full compliance with all other obligations under this Contract. Approval  shall /     shall not be based on 
    the ____________ [specify the time period when the reports must be submitted; for example, monthly, 
    weekly, or biweekly] progress reports submitted by the Contractor. Payment shall be made to the 
    Contractor within ________ days after approval by the County. 
 
B.  If all work is not completed under this Contract by the completion date specified in paragraph 19 of this 
    Contract or if all required data is not submitted to the Department in the appropriate format in a timely 
    manner, then all further payments may be suspended until all work has been satisfactorily completed 
    and approved by the County and as otherwise required under this Contract. Payments of the suspended 
    amount will be made to the Contractor within _______ days after that approval by the County, subject to 
    other terms of this Contract. The County is exclusively responsible for payment to the Contractor. The 
    Contractor shall not submit any claim for payment to the Department nor make any claim for damages 
    against the Department under the Contract. The Department has no financial or other obligations, 
    including damages, to the Contractor.  
 
    (Provision 17 is optional.) 
 
17.  Penalties. Pursuant to IC 6-1.1-4-19.5(b)(2), payments due under this Contract shall be reduced by 
the amount of $_______________ per business day that any part of the performance by the Contractor 
remains incomplete after the due date specified in this Contract due to the fault of the Contractor. 
 
18. Certification of Computer Software and Services. 
 
A.  A material inducement for entering into this Contract is that the Contractor’s computer software and 
    computer services have been certified under IC 6-1.1-31.5 and 50 IAC 26-18 in order to enter into this 
    Contract. The Contractor represents and warrants that all required certifications are in effect at the time 
    of entering into this Contract. 
 
B.  The Contractor will take all steps necessary to maintain such certification throughout the term of this 
    Contract. The Contractor shall immediately notify the County and the Department in writing of any 
    circumstance or occurrence jeopardizing certification status. 
 
C.  Pursuant to 50 IAC 26-19-2, this Contract is void and the Contractor may not receive additional funds if 
    the Contractor’s certification is denied, decertified, or revoked by the Department. 
 
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19. Term of Contract. This Contract commences on the date the Contract is uploaded pursuant to IC 6-1.1-
31.5-2 and the Contractor shall commence work under this Contract within __________ days of the date of 
the upload of the Contract. The Contractor shall complete all work to be performed under this Contract on or 
before _________________________, 20_______________. 
 
20. Contract Reports and Monitoring. 
 
A.  The Contractor shall maintain all books, documents, papers, accounting records, and other evidence 
 pertaining to all costs incurred under this Contract. The Contractor shall make such materials available at 
 its office 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 Department and County or their authorized designees. 
 Copies shall be furnished at no cost to the Department and County if requested. 
 
B.  The Contractor shall, if so required by paragraph 16(A), provide written progress reports to the County in 
 a form reasonably prescribed by the County and consistent with paragraph 16(A). The reports must 
 include the status of the work being done. The County may require that additional information be 
 included in the reports. The Contractor shall submit the reports to the County within three business days 
 of receipt of a request. 
 
C.  The County may at all times inspect the records of the Contractor to verify the progress and evaluate the 
 quality of work performed. The County may accompany the Contractor’s personnel in their assigned 
 duties to assure the Contractor’s adherence with contractual specifications and approved procedures. 
 The Contractor shall extend its full cooperation to the Contract Representative by providing access to all 
 program-related records and by making personnel available upon request for the purpose of monitoring 
 quality, performance, and progress. 
 
D.  As required by IC 6-1.1-4-19.5(b)(7), the Contractor shall give unrestricted access to his or her work 
 product to the Department and to Legislative Services Agency. 
 
21. Work Standards. The Contractor shall execute its responsibilities by following and applying at all times 
the highest professional and technical guidelines and standards. If the County becomes dissatisfied with the 
work product of or the working relationship with those individuals assigned to work on this Contract, the 
County shall notify the Contractor in writing of its dissatisfaction. Upon receipt of the same, the Contractor 
shall have seven days to cure the County’s dissatisfaction. If the County is still dissatisfied after the 
Contractor has exercised its opportunity to cure, then the County may request in writing replacement of any 
or all such individuals, and the Contractor shall grant such request. 
 
22. Changes in Work. The Contractor shall not commence any additional work or change the scope of the 
work until authorized in writing by the County. 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.  
 
23. Authority to Bind Contractor. The signatory for the Contractor represents that he or 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 or her signature is affixed and 
accepted by the County. 
 
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24. Confidentiality of Information. 
 
A.  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 County and the 
 Department. 
 
B.  The parties acknowledge that the services to be performed by the Contractor for the County under this 
 Contract may require or allow access to data, materials, and information containing Social Security 
 numbers maintained by the County or the State of Indiana 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 County 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 the Contractor, the 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. 
 
C.  If the County or the Department receives a public records request that relates to information or 
 documents in the possession of the County or the Department related to the Contractor’s intellectual 
 property, trade secrets, or other proprietary rights, the County or the Department shall promptly forward 
 such request to the Contractor for response. The Contractor shall designate in writing which of those 
 documents, if any, it considers confidential information or information otherwise excepted from public 
 disclosure requirements and state with specificity the factual or legal basis for objecting to the disclosure 
 of such documents. The Contractor agrees and acknowledges that only information falling within a 
 specific exemption permitted under IC 5-14-3-4 shall be designated as Confidential. The Contractor shall 
 mark each page of a document considered to be confidential information as “Confidential” or a similar 
 designation. The County or the Department shall promptly review the basis for the Contractor’s claim of 
 confidentiality and shall not disclose the documents subject to the Contractor’s claim if the County or the 
 Department concurs with such claim, provided that if the County or the Department determines that its 
 obligation under public access law requires such disclosure, the County or the Department shall promptly 
 notify the Contractor of such determination and will not make such disclosure if the Contractor obtains, 
 prior to the expiration of the applicable timeframe for response to such request, either an opinion from 
 the Indiana Public Access Counselor that such disclosure is not required or a protective order or other 
 relief from any court of competent jurisdiction in the State of Indiana preventing such disclosure. 
 
D.  The Contractor acknowledges that the Department will not treat this Contract as containing confidential 
 information, and will post this Contract on its website as required by Executive Order 05-07. Use by the 
 public of the information contained in this Contract shall not be considered an act of the State. 
 
25. Ownership of Documents and Materials.  
 
A.  All documents, records, programs, applications, data, algorithms, film, tape, articles, memoranda and 
 other materials (the “Materials”) (not including the software) not developed or licensed by the Contractor 
 prior to execution of this Contract, but specifically developed under this Contract, shall be considered 
 “work for hire” and the Contractor hereby transfers and assigns any ownership claims to the County and 
 all such materials will be the property of the County. If ownership interest in the Materials cannot be 
 assigned to the County, the Contractor grants the County a non-exclusive, non-cancelable, perpetual, 
 worldwide royalty-free license to use the Materials and to use, modify, copy and create derivative works 
 of the Materials. 
 
                                           Page 7 of 16 

B.  Use of the Materials (other than as related to contract performance by the Contractor) without the prior 
 written consent of the County is prohibited. During the performance of this Contract, the Contractor shall 
 be responsible for any loss of or damage to the Materials developed for or supplied by the County or the 
 Department and used to develop or assist in the services provided while the Materials are in the 
 possession of the Contractor. Any loss or damage thereto shall be restored at the Contractor’s expense. 
 
C.  In addition a copy of the software program will be licensed to the County solely for their use during the 
 term of the contract. This copy of the licensed software program may not be copied or otherwise 
 duplicated for use by another county or entity without the express written consent of the Contractor. The 
 Contractor shall provide the County and the Department full, immediate and unrestricted access to the 
 Materials and to Contractor’s work product during the term of this Contract. 
 
26. Information Technology Enterprise Architecture Requirements. If the Contractor provides any 
information technology related products or services to the County, the Contractor shall comply with all 
Indiana Office of Technology (“IOT”) standards, policies, and guidelines, which are available online at 
http://iot.in.gov/architecture/.  The Contractor specifically agrees that all hardware, software and services 
provided to or purchased by the County shall be compatible with the principles and goals contained in the 
electronic and information technology accessibility standards adopted under Section 508 of the Federal 
Rehabilitation Act of 1973 (29 U.S.C. 794d) and IC 4-13.1-3. Any deviation from these architecture 
requirements must be approved in writing by IOT in advance. The County or the Department may terminate 
this Contract for default if the Contractor fails to cure a breach of this provision within a reasonable time. 
 
27. Delays. 
 
A.  Whenever the Contractor or the County has knowledge that any actual or potential situation is delaying 
 or threatens to delay the timely performance of this Contract, it shall, within ________ days, provide 
 written notice of the delay to the other party by certified mail, return receipt requested, including all 
 relevant information with respect to the actual or potential cause of the delay. 
 
B.  In the event of a delay by the Department, legislative action, or court rulings, the County reserves the 
 right to re-negotiate all terms of the Contract, including costs. 
 
28. Disputes. 
 
A.  Should any disputes arise with respect to this Contract, the Contractor and the County 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 County 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 County or the 
 Department 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 Department. 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 
 opportunity to make presentations and enter into further negotiations. Within 30 business days of the 
 conclusion of the final presentations, the Commissioner shall issue a written decision and furnish it to 
                               Page 8 of 16 

 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 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 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 County may withhold payments on disputed items pending resolution of the dispute. The 
 unintentional nonpayment by the County to the Contractor of one or more invoices not in dispute in 
 accordance with the terms of this Contract will not be cause for 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 Department, 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. 
 
29. Termination for Convenience by County. This Contract may be terminated, in whole or in part, by the 
County whenever, for any reason, the County determines that such termination is in its best interest. A 
decision by the County to terminate this Contract shall not be attributed to the Department. Termination of 
services shall be effected by delivery to the Contractor of a Termination Notice at least thirty days prior to the 
termination effective date specifying the extent to which performance of services under such termination 
becomes effective. In the Notice, the party or parties terminating this Contract must state which party or 
parties initiated the termination. The Contractor shall be compensated for services properly rendered prior to 
the effective date of termination, but under no circumstances will the Department be responsible for any 
payment, including damages, to the Contractor. The County will not be liable for services performed after the 
effective date of termination. The Contractor shall be compensated for services herein provided but in no 
case shall total payment made to the Contractor exceed the original contract price or shall any price increase 
be allowed on individual line items if canceled only in part prior to the original termination date.  
 
30. Termination for Default by County. If the County, sixty 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 the appropriate measures to collect monies due up to and including the date of termination. 
 
31. 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. 
 
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32. 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 County and the 
  Contractor to determine whether the provisions of this Contract require formal modification. 
 
B.  The Contractor certifies by entering into this Contract that neither it nor its principal(s) is/are presently in 
  arrears in payment of taxes, permit fees, or other statutory, regulatory, or judicially required payments to 
  the State of Indiana or the County. The Contractor agrees that any payments currently due to the State 
  of Indiana or the County 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 of Indiana.  
 
C.  The Contractor certifies, warrants, and represents that it has no current, pending, or outstanding criminal, 
  civil, or enforcement actions initiated by the State of Indiana or the County, and that neither it nor its 
  principal(s) is/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, or the County. The Contractor agrees that it will 
  immediately notify the County and the Department of any such actions and during the term of such 
  actions, the County or the Department may delay, withhold, or deny work under any supplement, 
  amendment, change order, or other contractual device issued pursuant to this Contract. 
 
D.  If a valid dispute exists as to the Contractor’s liability or guilt in any action initiated by the State of Indiana 
  or its agencies or the County, the County may delay, withhold, or deny work to the Contractor. 
 
E.  The Contractor warrants that it 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 County. Failure to do so may be deemed a material breach of 
  this Contract and grounds for immediate termination and denial of further work with the County.  
 
F.  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. 
 
G.  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 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. 
 
                                      Page 10 of 16 

 (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 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.  
 
H.  As required by IC 22-5-1.7, the Contractor swears or affirms under the penalties of perjury that: 
 
 (1)  The Contractor does not knowingly employ an unauthorized alien. 
 
 (2)  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. 
  
 (3)  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. 
 
 (4)  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 Department and/or the County may terminate for default if the Contractor fails to cure a breach of this 
provision no later than thirty days after being notified by the Department and/or County. 
 
33. Taxes. The County is exempt from most state and local taxes and many federal taxes. The County will 
not be responsible for any taxes levied on the Contractor as a result of this Contract. 
 
34. 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 shall include a Certificate of Insurance evidencing such coverage with the executed Contract that is 
uploaded onto the Gateway prior to starting work under this Contract.  
 
35. Contractor Assignment, Successors, and Subcontracting. The Contractor binds its successors and 
assignees to all the terms and conditions of this Contract. The Contractor may subcontract with 
_____________________________________________________ for assistance with conversion work, 
provided that the Contractor gives written notice to the Department and the Contract Representative at least 
14 days prior to the subcontracting. The Contractor understands that it is ultimately responsible for ensuring 
that the data are converted correctly and for working with any subcontractor to remedy any errors that may 
be encountered during the conversion process. The ultimate responsibility of ensuring the accuracy and 

                                      Page 11 of 16 

integrity of the data conversion rests with the Contractor (in consultation with the County) and cannot be 
delegated or subcontracted. 
 
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 Contract Representative, provided that the Contractor gives written 
notice (including evidence of such assignment) to the Contract Representative thirty 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. 
 
36. 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 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. 
 
This section supplements Section 9 of this Contract. 
 
37. General Provisions. 
 
A.  Entire Agreement. This Contract sets forth the entire agreement and understanding of the parties with 
 respect to the subject matter and supersedes all prior oral and written agreements and understandings 
 between the County and the Contractor. No representation, promise, inducement, or statement of 
 intention has been made by either party which is not set forth in this Contract and neither party shall be 
 bound by or liable for any alleged representation, promise, inducement, or statement of intention not so 
 set forth. 
 
B.  Waiver of Rights. No right conferred on any party under this Contract shall be deemed waived, and no 
 breach of this Contract excused, unless such waiver is in writing and signed by the party claimed to have 
 waived such right. Neither the County’s review, approval, acceptance of, nor payment for the services 
 required under this Contract shall be construed to operate as a waiver of any rights under this Contract 
 or of any cause of action arising out of the performance of this Contract, and the Contractor shall be and 
 remain liable to the County in accordance with applicable law for all damages to the County caused by 
 the Contractor’s negligent performance of any of the services furnished under this Contract. 
 
C.  Severability. The invalidity of any section, subsection, clause or provision of this Contract shall not affect 
 the validity of the remaining section, subsections, clauses or provisions of this Contract. 
 
D.  Addenda. No addendum to this Contract will be binding unless in writing and executed by all of the 
 parties that are signatories to the Contract. 
 
38. 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. 
 
39. Notice to Parties. Whenever any notice, statement, or other communication, including changing contact 
information, is required under this Contract, it shall be sent to the following addresses, unless otherwise 
specifically advised. 

                                               Page 12 of 16 

 A. Notices to the County shall be sent to: 
     
    Name: __________________________________________    Title: _____________________________ 
    Organization: ________________________________________________________________________ 
    Address (number and street, city, state, and ZIP code):       
    ___________________________________________________________________________________
    ___________________________________________________________________________________ 
    Telephone number:  (____)_____________________________________________________________ 
    Fax number: (____)___________________________________________________________________ 
    E-mail address: ______________________________________________________________________ 
     
B.  Notices to the Contractor shall be sent to: 
     
    Name: _____________________________________________    Title: __________________________ 
    Organization: ________________________________________________________________________ 
    Address (number and street, city, state, and ZIP code):  
    ___________________________________________________________________________________ 
    ___________________________________________________________________________________ 
    Telephone number:  (_____)____________________________________________________________ 
    Fax number: (_____)__________________________________________________________________ 
    E-mail address: ______________________________________________________________________ 
     
C.  Notices to the Department shall be sent to: 
 
     General Counsel 
     Department of Local Government Finance 
     Indiana Government Center North 
     100 North Senate Avenue, Rm. 1058B 
     Indianapolis, Indiana 46204 
     317-233-9219 voice 
     317-974-1629 fax 
 
40. 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 Department 
within ten 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 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 
                                                Page 13 of 16 

 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 days after such conviction; 
 
D.  Notifying the Department in writing within ten days after receiving notice from an employee under 
 subdivision (C)(2) above, or otherwise receiving actual notice of such conviction; 
 
E.  Within thirty 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) 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. 
 
41. Indemnification. The Contractor agrees to indemnify, defend, and hold harmless the County and the 
Department, their agents, officials, and employees from all third party claims and suits including court costs, 
attorney’s fees, and other expenses caused by any act or omission of the Contractor in the performance of 
this Contract. The County and the Department shall not provide such indemnification to the Contractor. 
 
42. Insurance. 
 
A.  The Contractor must carry automobile, public liability, and worker’s compensation insurance policies for 
 the entire duration of time during which the Contractor is completing obligations under this Contract. The 
 Contractor’s public liability and worker’s compensation insurance policies must provide for minimum 
 liability limits not less than $1,000,000 per occurrence. The Contractor must have automobile insurance 
 that meets or exceeds the minimum amounts required by the State of Indiana for each vehicle it will use 
 in the fulfillment of this Contract. A material inducement for entering into this Contract is that the 
 Contractor will carry automobile, public liability, and worker’s compensation insurance policies consistent 
 with the requirements of this section. Failure to maintain insurance policies consistent with this section 
 may be deemed a material breach of this Contract and grounds for immediate termination by the County 
 or Department and denial of further work with the County. The Contractor must provide the County with 
 copies of its insurance certificates and endorsements. 
 (Attach any additional insurance policies or coverage amounts that the County requires the Contractor to 
 carry beyond the policies or amounts listed above.) 
 
B.  The Contractor’s insurance coverage must meet the following additional requirements: 
 
 (1)  The insurer must have a certificate of authority or other appropriate authorization to operate in the 
  state in which the policy was issued.  
 
 (2)  Any deductible or self-insured retention amount or other similar obligation under the insurance 
  policies shall be the sole obligation of the Contractor.  
   
                                         Page 14 of 16 

 (3)  The County and the Department will be defended, indemnified, and held harmless to the full extent of 
 any coverage actually secured by the Contractor in excess of the minimum requirements set forth 
 above. The duty to indemnify the County and the Department under this Contract shall not be limited 
 by the insurance required in this Contract. 
 
 (4)  The insurance required in this Contract, through a policy or endorsement(s), shall include a provision 
 that the policy and endorsements may not be canceled or modified without thirty days prior written 
 notice to the County and the Department. 
 
43. Identification. All personnel involved with performance of work for the Contractor         are /  are not 
required to carry identification cards, which include a photograph of the individual and the Assessor’s 
signature. All vehicles used by personnel  are /  are not required to be marked appropriately and 
registered with the County Sheriff’s office, with local police departments located within the County, and with 
the Assessor’s office. 
 
44. Nondiscrimination. Pursuant to the Indiana Civil Rights Law, specifically including IC 22-9-1-10, and in 
keeping with the purposes of the federal Civil Rights Act of 1964, the Age Discrimination in Employment Act, and 
the Americans with Disabilities Act, the Contractor covenants that it shall not discriminate against any employee 
or applicant for employment relating to this Contract with respect to the hire, tenure, terms, conditions, or 
privileges of employment or any matter directly or indirectly related to employment, because of the employee or 
applicant’s: race, color, national origin, religion, sex, age, disability, ancestry, status as a veteran, or any other 
characteristic protected by federal, state, or local law (“Protected Characteristics”). Furthermore, the Contractor 
certifies compliance with applicable federal laws, regulations, and executive orders prohibiting discrimination 
based on the Protected Characteristics in the provision of services. Breach of this paragraph may be regarded 
as a material breach of this Contract, but nothing in this paragraph shall be construed to imply or establish an 
employment relationship between the County and any applicant or employee of the Contractor. 
 
45. Travel. No expenses for travel will be reimbursed unless specifically permitted under the scope of 
services or consideration provisions.  
 
46. Copy of Contract. The County shall upload a copy of this Contract, including documentation of any 
performance bond, to the Gateway via its File Transmission application within three days of its signing by the 
County and Contractor. The Contract does not take effect until it is uploaded onto the Gateway. 
 
47. Review by Department. Following the effective date of this Contract, the Department may, pursuant to 
IC 6-1.1-31.5-2, review the performance of County and Contractor for compliance with the requirements of 
this Contract. The Department shall give notice to both County and Contractor of any proceeding related to 
the review under this Paragraph. If, following review and any appropriate proceedings, the Department finds 
that one or both of the parties is not in compliance with the requirements of this Contract, the Department 
shall give notice to both parties of said findings and that one or both parties, as applicable, shall have a 
reasonable amount of time to cure. Should one or both parties, as applicable, fail to cure after a reasonable 
amount of time is given, the Department may, by order, void the Contract. Voiding of the Contract by the 
Department under this Paragraph does not give rise to a cause of action against the Department for tortious 
interference of a business or contractual relationship or similar claims in tort or contract. 
 
48. Substantial Compliance. This Contract shall be deemed to be substantially performed only when fully 
performed                                                                                                              according to its terms and conditions and any written amendments or supplements. 
 
49. Affirmation that Contract Language Has Not Been Altered. The parties affirm that they have not 
altered,                                                                                                               modified, changed, or deleted the Department’s Boilerplate contract clauses in any way, except  
where the contract explicitly permits the addition or modification of terms. Any alteration not explicitly 
permitted is void. 
                                          Page 15 of 16 

                                NON-COLLUSION AND ACCEPTANCE 
  
 The undersigned attests, subject to the penalties for perjury, that the undersigned is the Contractor, or that 
 the undersigned is the properly authorized representative, agent, member, or officer of the Contractor. 
 Further, to the undersigned’s knowledge, neither the undersigned nor any other member, employee, 
 representative, agent, or officer of the Contractor, directly or indirectly, has entered into or been offered any 
sum of money or other consideration for the execution of this Contract other than that which appears upon 
the face hereof. Furthermore, if the undersigned has knowledge 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 attests to compliance with the disclosure requirements in IC 4-2-6-10.5 prior 
 to execution of this contract. 
  
 In Witness Whereof, the Contractor and the 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 hereby agree to the terms thereof. 
  
Contractor:                             Where applicable:  
  
 By:  _________________________________________     Attested By: _____________________________ 
 Printed name: _________________________________     _______________________________________ 
 Title: ________________________________________      _______________________________________ 
 Date (month, day, year):_________________________      _______________________________________ 
  
 Assessor: 
  
 By: ___________________________________________________________________________________ 
 Printed name: __________________________________________________________________________ 
 Title: ___________________________________________    Date (month, day, year): _________________ 
  
                 _______________________ County Board of County Commissioners: 
  
 By: ___________________________________________   Date (month, day, year): ___________________ 
    Commissioner 
  
 By: ___________________________________________   Date (month, day, year): ___________________ 
    Commissioner 
  
 By: ___________________________________________   Date (month, day, year): ___________________ 
    Commissioner 

                                        Page 16 of 16