1. PURPOSE AND SCOPE
These Terms and Conditions govern all purchases, contracts, and procurements made by the Health & Hospital Corporation of Marion County, Indiana and the Marion County Public Health Department (collectively, the “Corporation”), an Indiana municipal corporation. All vendors, contractors, and suppliers (collectively, “Contractor”) doing business with the Corporation agree to be bound by these terms.
2. DUTIES OF CONTRACTOR
Contractor shall perform all services as detailed in the contract and any attached Statement of Work. Duties must be clear, specific, and documented in an exhibit if applicable. No work may begin until a fully executed agreement is in place.
3. CONSIDERATION
All contracts must set forth a definite amount to be paid, including a not‑to‑exceed total. A service agreement is required for all service purchases.
4. TERM
The contract must include specific beginning and ending dates. The maximum initial term for any contract is three (3) years. Renewal of any contract must be in writing and agreed to by both parties.
5. ASSIGNMENT
Contractor shall not assign, extend, or subcontract any part of the agreement without the Corporation’s prior written consent. Contractor must notify the Corporation promptly of any legal name, status, or address changes.
6. CHANGES AND MODIFICATIONS
No changes or modifications to any contract shall be valid unless made in writing and signed by authorized representatives of both parties.
7. AUDITS
Contractor acknowledges that the contract is subject to applicable public accountability, transparency, and audit laws. Contractor agrees to maintain complete and accurate books, records, documents, and other evidence (collectively, “Records”) directly related to the receipt, use, and expenditure of contract funds in accordance with generally accepted accounting principles and applicable law. Such Records shall be retained for a minimum period required by law, or if no period is specified, for at least three (3) years following final payment or contract termination, whichever is later.
Upon reasonable notice, and to the extent permitted by law, Contractor shall make such Records available for inspection, audit, and copying by the Corporation, its internal auditors, the State Board of Accounts, and any other governmental entity with lawful authority to audit public funds. Contractor shall cooperate fully with any such audit or examination. Failure to maintain or provide required Records may constitute a material breach of the contract and may result in disallowance or recovery of payments, or other remedies available at law or in equity.
8. CONFLICT OF INTEREST; GIFTS; GRATUITIES
No officer, employee, or agent of the Corporation or Contractor or any other party who has any function or responsibility in connection with the planning or execution of a contract shall have any personal financial interest, direct or indirect, in a contract, or receive any benefit from it, other than regular employment or fees as agreed upon. Contractor shall immediately disclose in writing any actual, potential, or perceived conflict of interest to the Corporation. Conflicts of interest include, but are not limited to, complying with Indiana Code § 36-1-20.2 regarding nepotism.
Contractor represents and warrants that neither it nor its owners, officers, employees, agents, or subcontractors shall offer, give, solicit, or accept any gift, gratuity, favor, entertainment, loan, or other thing of value to or from any officer, employee, or agent of the Corporation in connection with or related to the contract, for the purpose of influencing, or appearing to influence, the performance of official duties or the award or administration of a contract.
The Corporation discourages the acceptance of gifts under all circumstances. Any gift of nominal value may be permitted only if (1) the value of the individual gift does not exceed Twenty Dollars ($20.00), (2) the aggregate value of all gifts from Contractor to any single Corporation employee does not exceed Seventy-Five Dollars ($75.00) in a calendar year, and (3) the gift is not cash or a cash equivalent and does not create, or reasonably appear to create, a conflict of interest. Acceptance of any such gift remains subject to the Corporation’s ethics policies and applicable law and may be refused or required to be returned or reported.
Any violation of this provision shall constitute a material breach of the contract and may result in corrective action, termination for cause, disqualification from future contracting opportunities, and any other remedies available at law or in equity.
9. DEBARMENT AND SUSPENSION
Contractor certifies it and its principals/subcontractors are not debarred, proposed for debarment, suspended, or excluded by any federal or Indiana governmental body.
10. DISPUTES
The Corporation and Contractor agree to act immediately to resolve any disputes that arise with respect to the contract. Contractor shall continue work not subject to dispute. Contractor must first exhaust administrative remedies by presenting claims in writing to the contract owner. If Contractor and contract owner are unable to resolve issues after good faith attempts, any unresolved claims must be escalated to Corporation Purchasing for timely resolution. Any disputes not resolved administratively may be pursued in accordance with Indiana law.
11. COMPLIANCE WITH LAWS
11.1 General Compliance
Contractor shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to:
- Indiana wage and hour laws
- Occupational safety and health regulations
- Environmental laws
- Anti-discrimination laws
- Immigration laws (E-Verify requirements where applicable)
11.2 Non-Discrimination
In accordance with the Indiana Civil Rights Law, specifically including IC § 22-9-1-10, Contractor agrees not to discriminate against any employee or applicant for employment with respect to the hiring, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of the employee’s 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.
11.3 HIPAA Compliance
If a contract involves services, activities, or products subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Contractor agrees to appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and shall comply with, the provisions of 45 CFR 164 regarding use and disclosure of protected health information.
11.4 Public Records
All documents submitted to the Corporation in connection with purchases or contracts are public records and subject to the Indiana Access to Public Records Act (IC § 5-14-3) and may be disclosed unless specifically exempted by law.
12. FINANCIAL REPORTING
Contractor is responsible for all financial, tax, and related reporting for income earned through the contract. The Corporation is a public entity and tax-exempt.
13. FORCE MAJEURE
Neither party shall be liable for delays or failures in performance resulting from acts beyond reasonable control including but not limited to acts of God, war, strikes, or government restrictions, but excluding failure or delay caused by a party’s financial condition or negligence, provided timely written notice is provided to the other party. Obligations resume when performance becomes possible unless agreed to otherwise by the parties in writing.
14. GOVERNING LAW AND VENUE
All contracts shall be governed by and construed in accordance with the laws of the State of Indiana, and by all applicable ordinances of the Corporation. Any disputes shall be resolved in the courts of Marion County, Indiana. The Indiana Tort Claims Act (IC § 34-13-3) applies to all claims against the Corporation.
15. INDEMNIFICATION
Contractor agrees to indemnify, defend, and hold harmless the Corporation, its 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 and its subcontractors, if any, in the performance of a contract.
16. INDEPENDENT CONTRACTOR STATUS
Contractor is an independent contractor and not an employee or agent of the Corporation. Contractor receives no employment‑related benefits.
17. INSURANCE REQUIREMENTS
Contractor and its subcontractors must maintain at a minimum, and keep in force during the term of the contract, the following coverages:
- Commercial General Liability: $1,000,000 per occurrence/$2,000,000 in the aggregate
- Workers’ Compensation: Statutory limits
- Automobile Liability: $1,000,000 combined single limit (if applicable)
- Professional Liability: As specified in contract (for professional services)
- Excess/Umbrella over General Liability, Employers Liability, Auto Liability: $1,000,000
- Cyber Insurance including Privacy Notification and Response Expenses: $1,000,000 for general service providers; or $5,000,000 for service providers that are considered technology vendors and/or Business Associates (if applicable)
The Corporation must be named as an additional insured on all applicable policies including, but not limited to, commercial general and automobile liability policies. Contractor shall provide a certificate of insurance showing coverages upon request. The Corporation’s liability limits are defined by IC § 34-13-3-4.
18. LICENSING STANDARDS
Contractor, its employees, and subcontractors must comply with all applicable licensing, certification, and regulatory requirements.
19. PAYMENT
Contractor shall submit invoices with the appropriate documentation to validate fees and expenses associated with services. The Corporation has a right to retain final payments if services were not rendered in accordance with the contract. The final claim shall be sent to the Corporation no later than 45 days after termination of a contract.
19.1 Payment Terms
- Payment terms are Net 35 days from receipt of proper invoice (IC § 5-17-5-1)
- All invoices must reference purchase order numbers and include itemized descriptions
- The Corporation is a tax-exempt municipal corporation of the state of Indiana. Upon request, the Corporation shall provide Contractor with a valid tax-exemption certificate or other reasonable documentation evidencing such status.
- Payment is subject to appropriation of funds by the Corporation
- Late payments, if any, shall be determined and made in accordance with IC 5-17-5-1
19.2 Pricing
- Prices shall remain firm for the contract period unless escalation clauses are expressly included
- No price increases shall be valid without written approval from the Corporation
19.3 Delivery and Performance
- Time is of the essence for all deliveries and performance obligations
- Delivery must be made to the designated location during normal business hours unless otherwise arranged
- Risk of loss passes to the Corporation upon acceptance at the delivery location
19.4 Inspection and Acceptance
- The Corporation reserves the right to inspect all goods and services
- Defective or non-conforming items may be rejected and returned at Contractor’s expense
- Acceptance does not waive the Corporation’s rights for latent defects
20. REIMBURSEMENT OF EXPENSES
20.1 General Policy
All reimbursable expenses must be ordinary, necessary, and directly related to the performance of services under the contract. Contractor shall be reimbursed only for expenses that are reasonable, properly documented, and approved in accordance with this provision. Expenses incurred without required pre-approval may be denied reimbursement at the Corporation’s sole discretion. All reimbursements must comply with Indiana Code, IRS regulations, U.S. General Services Administration (GSA) guidelines, and any applicable Corporation policies. Contractor acknowledges that the Corporation is a public entity subject to public accountability and audit requirements.
20.2 Allowable Expenses
Subject to prior written approval by the Corporation, the below expenses may be reimbursable. Any expense anticipated to exceed $250 for a single item or event must receive prior written approval from the Corporation’s designated representative before the expense is incurred.
Travel Expenses
- Mileage reimbursement at the current IRS standard milage rate in effect at the time of travel
- Commercial airfare at coach or economy class rates
- Ground transportation (taxi, ride-share, rental car) when reasonably necessary and minimizing costs by sharing rides when practicable
- Parking fees and tolls
Lodging
- Hotel accommodations not to exceed the applicable GSA per diem rates for the locality where lodging occurs
- Lodging must be at reasonably priced establishments
Meals and Incidental Expenses
- Meals and incidental expenses not to exceed the applicable GSA per diem rates for the locality
- Alcoholic beverages are not reimbursable
Other Direct Expenses
- Materials and supplies specifically required for and used in the performance of services
- Printing, copying, and document reproduction costs directly related to deliverables
- Shipping and postage for materials related to the project
20.3 Non-Reimbursable Expenses
The following expenses are expressly excluded from reimbursement:
- Personal entertainment, recreation, or leisure activities
- Expenses for companions or family members
- Travel within Marion County and/or within sixty (60) miles of Contractor’s office location(s) will not be reimbursed
- Traffic citations, parking violations, or other penalties
- Expenses that are normally included in overhead or general business operations
- Expenses incurred without prior approval where required
- Late fees, finance charges, or interest payments
- Alcoholic beverages
20.4 Documentation Requirements
All requests for reimbursement must include:
- Itemized receipts for all expenses
- A detailed expense report describing the business purpose of each expense
- Dates and locations of travel
- Names and business relationships of individuals involved in business meals
- Any other documentation reasonably requested by the Corporation
20.5 Submission and Payment
Reimbursement requests must be submitted within thirty (30) days of the expense being incurred. The Corporation shall review and process approved reimbursement requests within thirty-five (35) days of receipt of complete and accurate documentation. Failure to submit expenses within the specified timeframe may result in denial of reimbursement.
21. TERMINATION
21.1 Termination for Convenience
The Corporation may terminate any contract for convenience upon thirty (30) days’ written notice. Contractor shall be entitled to payment for work completed prior to termination.
21.2 Termination for Cause
The Corporation may terminate immediately for Contractor’s material breach, including but not limited to failure to deliver conforming goods or services, bankruptcy, or violation of contract terms.
21.3 Termination for Non-Appropriation
All contracts are subject to appropriation of funds. If funds are not appropriated, the Corporation may terminate without penalty.
22. WARRANTIES
22.1 General Warranty
Contractor represents and warrants that all goods and services furnished under the contract shall be free from defects in material, workmanship, and design; shall conform to all specifications, statements of work, and descriptions provided or referenced in the contract; and shall be performed in a professional and workmanlike manner consistent with industry standards.
22.2 Non-Infringement
Contractor warrants that the goods, services, and any associated deliverables do not infringe upon or violate any patent, copyright, trademark, trade secret, or other proprietary right of any third party.
22.3 New Materials; No Substitutions
Unless otherwise expressly permitted in writing by the Corporation, all goods delivered shall be new, unused, and of current production. No substitution or “equal” products may be provided without the Corporation’s prior written approval.
22.4 Warranty Period
Contractor warrants all goods and services for a period of not less than one (1) year from the date of final acceptance by the Corporation, or for any longer period customarily provided by the Contractor or specified in the contract. During the warranty period, the Contractor shall promptly repair, replace, or re-perform, at no cost to the Corporation, any goods or services found to be defective or non-conforming.
22.5 Pass-Through Warranties
Contractor shall pass through to the Corporation all manufacturer or supplier warranties applicable to the goods and services and shall cooperate with the Corporation to enforce such warranties as requested.
22.6 Survival
Warranties set forth in the contract shall survive delivery, inspection, acceptance, and payment and shall not be waived by reason of any acceptance or payment by the Corporation.
23. SEVERABILITY
If any provision of these Terms and Conditions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
24. SURVIVAL
The termination or expiration of the contract shall not relieve either party of any obligations that, by their nature, are intended to survive. Without limitation, provisions related to the following shall survive termination or expiration: confidentiality; records retention and audit rights; warranties; indemnification; insurance obligations to the extent applicable; payment obligations for properly incurred charges; dispute resolution; and any other provisions expressly stated to survive or that must survive to give effect to their intent.
25. HEADINGS, TITLES, SECTION CAPTIONS
The headings, titles, and section captions in the contract are inserted solely for convenience and organizational purposes. They do not constitute a part of the contract and shall not be used to interpret, limit, or modify a contract’s terms.
26. ENTIRE AGREEMENT
These Terms and Conditions, together with any purchase order, bid specifications, and contract documents, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
27. ORDER OF PRECEDENCE
In the event of conflict between documents, the order of precedence shall be:
- Signed contract or purchase order
- Bid specifications and special conditions
- These General Terms and Conditions
- Contractor’s proposal or quote
28. NOTICE REQUIREMENTS
All notices shall be in writing and delivered to:
Corporation: As specified in contract documents. If none, or not specified, notice sent to the following with copy to General Counsel at same address:
Health & Hospital Corporation of Marion County, Indiana
ATTN: Purchasing Director
3838 North Rural Street
Indianapolis, IN 46205
Contractor: As specified in contract documents
29. ACKNOWLEDGMENT
By submitting a bid, quote, or proposal, or by accepting a purchase order from the Corporation, Contractor acknowledges receipt and acceptance of these Terms and Conditions.
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