HomeMy Public PortalAbout080-2020 - Engineering - INDOT - Bike Pedestrian Facilities on the North End of Whitewater Gorge Trail (A249-20-L200077) (DES #1702760)Version 3-23-20
INDIANA DEPARTMENT OF TRANSPORTATION - LOCAL PUBLIC AGENCY
PROJECT COORDINATION CONTRACT
EDS #: A249-20-L200077
Des. No.: 1702760
CFDA No.: 20.205
This Contract is made and entered into effective as of the date of the Indiana Attorney General signature
affixed to this Contract, by and between the State of Indiana, acting by and through the Indiana Department
of Transportation, (hereinafter referred to as INDOT), and the City of Richmond, a local public agency in
the State of Indiana (hereinafter referred to as the LPA), and collectively referred to as the PARTIES.
NOTICE TO PARTIES
Whenever any notice, statement or other communication is required under this Contract, it shall be
sent to the following address, unless otherwise specifically advised.
A. Notice to INDOT, regarding contract provisions shall be sent to:
Office of LPA and Grant Administration
Attention: Director of LPA and Grant Administration
100 North Senate Avenue, Room N955-LPA
Indianapolis, Indiana 46204
With a copy to:
Chief Legal Counsel and Deputy Commissioner
Indiana Department of Transportation
100 North Senate Avenue, Room N758
Indianapolis, Indiana 46204
B. Notices to INDOT regarding project management shall be sent to respective District Office:
INDOT Greenfield District
32 South Broadway
Greenfield, Indiana 46140
C. Notices to the LPA shall be sent to:
City of Richmond
50 North 5t' Street
Richmond, Indiana 47374
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RECITALS
WHEREAS, the LPA has applied to INDOT, and INDOT has approved the LPA's application to
receive federal funds for the Project described in Attachment A, and
WHEREAS, the LPA agrees to pay its share of the Project cost as stated in this Contract, and
WHEREAS, the PARTIES desire to contract on certain project description, scheduling, and
funding allocation, and
WHEREAS, the PARTIES have determined the Project, is in the best interests of the citizens of
the State of Indiana, and
WHEREAS, the PARTIES execute this Contract pursuant to Indiana Code §§ 8-23-2-5, 8-23-2-6,
8723-4-7, 36-1-4-7, and 36-1-7-3, and Titles 23 and 49 of the United States Code and Titles 23 and 49 of
the Code of Federal Regulations, and
WHEREAS, the LPA desires to expedite delivery of the Project, comply with all Federal
requirements and fiscally manage the Project, and
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the
LPA and INDOT agree as follows:
The "Recitals" and "Notice to PARTIES" above are hereby made an integral part and specifically
incorporated into this Contract.
SECTION I PROJECT DESCRIPTION. INDOT and the LPA enter into this Contract to complete
the project described in Attachment A (the "Project"), herein attached to and made an integral part of this
Contract.
SECTION H LPA RESPONSIBILITIES. The LPA will provide the information and services, or shall
cause the information and services to be provided, as set out in Attachment B (LPA's Rights and Duties),
herein attached to and made an integral part of this Contract. The LPA will follow all applicable INDOT
procedures, guidelines, manuals, standards, specifications and directives.
SECTION III INDOT RESPONSIBILITIES. INDOT will provide the information and services as set
out in Attachment C (IND.OT's Rights and Duties), herein attached to and made an integral part of this
Contract.
SECTION IV PROJECT FUNDS. INI?OT will not share in the cost of the Project. INDOT will
disburse funds from time to time; however, INDOT will be reimbursed by the Federal Highway
Administration (FHWA) or the LPA. Payment will be made for the services performed under this Contract
in accordance with Attachment D (Project Funds), which is herein attached to and made an integral part of
this Contract.
SECTION V TERM AND SCHEDULE.
A. If the LPA has the plans, special provisions, and cost estimate (list of pay items, quantities, and
unit prices) for the Project ready such that federal funds can be obligated (INDOT obligates the
funds about 7 weeks before the date bids are opened for the construction contract), between
July 1, 2020 and June 30, 2021, INDOT will make the federal funds shown in section I.A.
and/or I.B. of Attachment D available for the Project, provided the Project is eligible, and
provided the federal funds shown in section I.B. of Attachment D are available.
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B. In the event that federal funds for the Project are not obligated during the time listed in section
V.A, but the LPA has the plans, special provisions, and cost estimate for the Project ready such
that federal funds can be obligated between July 1, 2021 and June 30, 2023, INDOT will
schedule the contract for letting, provided the Project is eligible, and provided the federal funds
shown in section I.B. of Attachment D are available.
C. In the event that federal funds for the Project are not obligated during the period listed in section
V.A. or section V.B, the federal funds allocated to the Project may be obligated in the fiscal
year chosen by INDOT or the federal funds allocated to the Project will lapse.
D. If the Program shown on Attachment A is Group I or Group II, Sections V.A, V.B and V.0 do
not apply, but will be obligated according to the fiscal year programmed in the most current
MPO TIP, provided the MPO funding is within their fiscal year allocation or within the agreed
upon use of the MPO's prior year balances.
SECTION VI GENERAL PROVISIONS
A. Access to Records. The LPA shall maintain all books, documents, papers, correspondence,
accounting records and other evidence pertaining to the cost incurred under this Contract, and shall
make such materials available at their respective offices at all reasonable times during the period of
this Contract and for five (5) years from the date of final payment under the terms of this Contract,
for inspection or audit by INDOT and/or the Federal Highway Administration ("FHWA") or its
authorized representative, and copies thereof shall be furnished free of charge, if requested by
INDOT, and/or FHWA. The LPA agrees that, upon request by any agency participating in federally -
assisted programs with whom the LPA has contracted or seeks to contract, the LPA may release or
make available to the agency any working papers from an audit performed by INDOT and/or FHWA
of the LPA in connection with this Contract, including any books, documents, papers, accounting
records and other documentation which support or form the basis for the audit conclusions and
judgments.
B. Assignment of Antitrust Claims. As part of the consideration for the award of this Contract, the
LPA assigns to the State all right, title and interest in and to any claims the LPA now has, or may
acquire, under state or federal antitrust laws relating to the products or services which are the subject
of this Contract.
C. Audits. The LPA 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.
The State considers the LPA to be a "sub -recipient" for purposes of this Contract. However, if .
required by applicable provisions of the Office of Management and Budget Circular A-133 (Audits
of States, Local Governments, and Non -Profit Organizations), following the expiration of this
Contract the LPA shall arrange for a financial and compliance audit of funds provided by the State
pursuant to this Contract. Such audit is to be conducted by an independent public or certified public
accountant (or as applicable, the Indiana State Board of Accounts), and performed in accordance with
Indiana State Board of Accounts publication entitled "Uniform Compliance Guidelines for
Examination of Entities Receiving Financial Assistance from Governmental Sources," and applicable
provisions of the Office of Management and Budget Circulars A-133 (Audits of States, Local
Governments, and Non -Profit Organizations). The LPA is responsible for ensuring that the audit and
any management letters are completed and forwarded to the State in accordance with the terms of
this Contract.
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For audits conducted pursuant to Indiana Code 5-11-1, and audited by the Indiana State Board of
Accounts on the time schedule set forth by the Indiana State Board of Accounts, the LPA shall
provide to the Indiana State Board of Accounts, all requested documentation necessary to audit the
Local Public Agency in its entirety.
If the audit is conducted by an independent public or certified public account and not the Indiana
State Board of Accounts, the LPA shall submit the completed audit to the Indiana State Board of
Accounts within 10 (ten) days of the completion of the audit.
The audit shall be an audit of the actual entity, or distinct portion thereof that is the LPA, and not of
a parent, member, or subsidiary corporation of the LPA, except to the extent such an expanded audit
may be determined by the Indiana State Board of Accounts or the State to be in the best interests of
the State.
D. Certification for Federal -Aid Contracts Lobbying Activities. The LPA certifies, by signing and
submitting this Contract, to the best of its knowledge and belief that the LPA has complied with Section
1352, Title 31, U.S. Code, and specifically, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,
to any person for influencing or attempting to influence an officer or employee of any Federal
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with the awarding of any Federal Contract, the making of any Federal
grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any Federal agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, (Disclosure Form to Report
Lobbying), in accordance with its instructions.
3. The LPA also agrees by signing this Contract that it shall require that the language of this
certification be included in all lower tier subcontracts, which exceed $100,000, and that all such
sub recipients shall certify and disclose accordingly. Any person who fails to sign or file this
required certification shall be subject to a civil penalty of not less than $10,000 and not more than
$100,000 for each failure.
E. Compliance with Laws.
1. The LPA 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 there under, after execution of this Contract shall be
reviewed by INDOT and the LPA to determine whether the provisions of this Contract require
formal modification.
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2. The LPA acknowledges that federal requirements provide for the possible loss of federal
funding to one degree or another when the requirements of Public Law 91-646 and other
applicable federal and state laws, rules and regulations are not complied with.
3. The LPA acknowledges paragraph 7 of the Federal Highway Program Manual, Volume 7,
Chapter 1, Section 3, entitled "Withholding Federal Participation" which is herewith quoted in
part as follows: "Where correctable noncompliance with provisions of law or FHWA
requirements exist, federal funds may be withheld until compliance is obtained. Where
compliance is not correctable, the FHWA may deny participation in parcel or project costs in
part or in total."
4. The LPA and its agents shall abide by all ethical requirements that apply to persons who have
a business relationship with the State, as set forth in Indiana Code § 4-2-6, et seq., Indiana Code
§ 4-2-7, et seq., the regulations promulgated there under, and Executive Order 05-12, dated
January 12, 2005. If the LPA is not familiar with these ethical requirements, the LPA should
refer any questions to the Indiana State Ethics Commission, or visit the Indiana State Ethics
Commission website at http://www.in.gov/ic/. If the LPA or its agents violate any applicable
ethical standards, INDOT may, in its sole discretion, terminate this Contract immediately upon
notice to the LPA. In addition, the LPA may be subject to penalties under Indiana Code §§ 4-
2-6, 4-2-7, 35-44.1-1-4 and under any other applicable State or Federal laws.
5. The LPA represents and warrants that the LPA and its subcontractors, if any, shall obtain and
maintain all required permits, licenses, registrations and approvals, as well as comply with all
health, safety, and environmental statutes, rules, or regulations in the performance of work
activities under this agreement. Failure to do so may be deemed a material breach of this
Contract and grounds for termination and denial of further work with the State.
As required by I.C. 5-22-3-7:
(1) The LPA and any officials of the LPA certify that:
(A) the LPA, except for de minimis and nonsystematic violations, has not violated the
terms of-
(i) IC §24-4.7 [Telephone Solicitation Of Consumers];
(ii) IC §24-5-12 [Telephone Solicitations]; or
(iii) IC §24-5-14 [Regulation of Automatic Dialing Machines]; in the previous
three hundred sixty-five (365) days, even if IC §24-4.7 is preempted by
federal law; and
(B) the LPA 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.
(2) The LPA and any officials of the LPA certify that an affiliate or official of the LPA and
any agent acting on behalf of the LPA or on behalf of an affiliate or official of the LPA
except for de minimis and nonsystematic violations,
(A) has not violated the terms of IC §24-4.7 in the previous three hundred sixty-five
(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.
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F. Debarment and Suspension.
The LPA certifies by entering into this Contract that neither it nor its principals 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. The term "principal" for purposes of this Contract means an
officer, director, key employee or other person with primary management or supervisory
responsibilities, or a person who has critical influence on or substantive control over the operations
of the LPA.
2. The LPA certifies that it will verify the state and federal suspension and debarment status for all
subcontractors receiving funds under this Contract and shall be solely responsible for any
recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor.
The LPA shall immediately notify INDOT if any subcontractor becomes debarred or suspended,
and shall, at INDOT's request, take all steps required by the State to terminate its contractual
relationship with the subcontractor for work to be performed under this Contract.
G. Disadvantaged Business Enterprise Program. Notice is hereby given to the LPA or a LPA
Contractor that failure to carry out the requirements set forth in 49 CFR Sec. 26.13(b) shall constitute
a breach of this Contract and, after notification, may result in termination of this Contract or such
remedy as INDOT deems appropriate.
The referenced section requires the following policy and disadvantaged business enterprise ("DBE")
assurance to be included in all subsequent contracts between the LPA and any contractors, vendors
or suppliers:
The LPA shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this Contract. The LPA shall carry out applicable requirements of 49 CFR Part
26 in the award and administration of DOT -assisted contracts. Failure by the LPA to carry out
these requirements is a material breach of this Contract, which may result in the termination of
this Contract or such other remedy, as INDOT, as the recipient, deems appropriate.
As part of the LPA's equal opportunity affirmative action program, it is required that the LPA shall
take positive affirmative actions and put forth good faith efforts to solicit proposals or bids from and
to utilize disadvantaged business enterprise contractors, vendors or suppliers.
H. Disputes.
Should any disputes arise with respect to this Contract, the LPA and INDOT agree to act
immediately to resolve such disputes. Time is of the essence in the resolution of disputes.
2. The LPA agrees that, the existence of a dispute notwithstanding, it shall continue without delay
to carry out all of its responsibilities under this Contract that are not affected by the dispute.
Should the LPA fail to continue to perform its responsibilities regarding all non -disputed work,
without delay, any additional costs incurred by INDOT or the LPA as a result of such failure
to proceed shall be borne by the LPA.
If a party to the contract is not satisfied with the progress toward resolving a dispute, the party
must notify in writing the other party of this dissatisfaction. Upon written notice, the PARTIES
have ten (10) working days, unless the PARTIES mutually agree to extend this period,
following the notification to resolve the dispute. If the dispute is not resolved within ten (10)
working days, a dissatisfied party will submit the dispute in writing according to the following
procedure:
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4. The PARTIES agree to resolve such matters through submission of this dispute to the
Commissioner of INDOT. The Commissioner shall reduce a decision to writing and mail or
otherwise furnish a copy thereof to the LPA within ten (10) working days after presentation of
such dispute for action. The presentation may include a period of negotiations, clarifications,
and mediation sessions and will not terminate until the Commissioner or one of the PARTIES
concludes that the presentation period is over. The Commissioner's decision shall be final and
conclusive unless either party mails or otherwise furnishes to the Commissioner, within ten
(10) working days after receipt of the Commissioner's decision, a written appeal. Within ten
(10) working days of receipt by the Commissioner of a written request for appeal, the decision
may be reconsidered. If a party is not satisfied with the Commissioner's ultimate decision, the
dissatisfied party may submit the dispute to an Indiana court of competent jurisdiction.
INDOT may withhold payments on disputed items pending resolution of the dispute. The
unintentional nonpayment by INDOT to the LPA of one or more invoices not in dispute in
accordance with the terms of this Contract will not be cause for LPA to terminate this Contract,
and the LPA may bring suit to collect these amounts without following the disputes procedure
contained herein.
I. 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 State within ten (10) 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 (3) 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:
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;
2. 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 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;
Notifying all employees in the statement required by subparagraph (1) 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 (5) days after such conviction;
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4. Notifying the State in writing within ten (10) days after receiving notice from an employee
under subdivision (3)(2) above, or otherwise receiving actual notice of such conviction;
Within thirty (30) days after receiving notice under subdivision (3)(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
Making a good faith effort to maintain a drug -free workplace through the implementation of
subparagraphs (1) through (5) above.
J. Force Maieure. In the event either party is unable to perform any of its obligations under this Contract
or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the
fault of the affected party (hereinafter referred to as a Force Majeure Event), the party who has been so
affected shall immediately give notice to the other party and shall do everything possible to resume
performance. Upon receipt of such notice, all obligations under this Contract shall be immediately
suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the
Force Maj eure Event, the party whose ability to perform has not been so affected may, by giving written
notice, terminate this Contract.
K Funding Cancellation Clause. When the Director of the State Budget Agency makes a written
determination that funds are not appropriated or otherwise available to support continuation of the
performance of this Contract, this Contract shall be canceled. A determination by the Director of the
State Budget Agency that funds are not appropriated. or otherwise available to support continuation
of performance shall be final and conclusive.
L. Governing Laws. This Contract shall be construed in accordance with and governed by the laws of
the State of Indiana and suit, if any, must be brought in the State of Indiana.
M. Indemnification. The LPA agrees to and shall indemnify, defend, exculpate, and hold harmless
the State of Indiana, INDOT and/or its/their officials, agents, representatives, attorneys and
employees , individually and/or jointly, from any and all claims, demands, actions, liability and/or
liens that may be asserted by the LPA and/or by any other person, firm, corporation, insurer,
government or other legal entity, for any claim for damages arising out of any and all loss, damage,
injuries, and/or other casualties of whatsoever kind, or by whomsoever caused, to the person or
property of anyone on or off the right-of-way, arising out of or resulting from the performance of the
contract or from the installation, existence, use, maintenance, condition, repairs, alteration and/or
removal of any equipment or material, whether due in whole or in part to the acts and/or omissions
and/or negligent acts and/or omissions:
(a) of the State of Indiana, INDOT, and/or its/their officials, agents, representatives, attorneys
and/or employees, individually and/or jointly;
(b) of the LPA, and/or its officials, agents, representatives, attorneys and/or employees,
individually and/or jointly;
(c) of any and all persons, firms, corporations, insurers, government or other legal entity engaged
in the performance of the contract; and/or
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(d) the joint negligence of any of them, including any claim arising out of the Worker's
Compensation law or any other law, ordinance, order, or decree.
The LPA also agrees to pay all reasonable expenses and attorney's fees incurred by or imposed on
the State of Indiana, INDOT and/or its/their officials, agents, representatives, attorneys, and/or
employees, individually and/or jointly, in connection herewith in the event that the LPA shall default
under the provisions of this section.
The LPA also agrees to pay all reasonable expenses and attorney's fees incurred by or imposed on
the State of Indiana, INDOT and/or its/their officials, agents, representatives, attorneys, and/or
employees, individually and/or jointly, in asserting successfully a claim against the LPA for
indemnity pursuant to this contract.
N. Merger & Modification. This Contract constitutes the entire agreement between the PARTIES.
No understandings, agreements, or representations, oral or written, not specified within this Contract
will be valid provisions of this Contract. This Contract may not be modified, supplemented or
amended, in any manner, except by written agreement signed by all necessary PARTIES.
O. Non -Discrimination.
This Contract is enacted pursuant to the Indiana Civil Rights Law, specifically including IC
22-9-1-10, and in keeping with the purposes of the Civil Rights Act of 1964 as amended, the
Age Discrimination in Employment Act, and the Americans with Disabilities Act. Breach of
this covenant may be regarded as a material breach of this Contract, but nothing in this covenant
shall be construed to imply or establish an employment relationship between the State and any
applicant or employee of the LPA or any subcontractor.
Under IC 22-9-1-10 LPA 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's or applicant's race, color, national origin, religion,
sex, age, disability, ancestry, or status as a veteran.
2. The LPA understands that INDOT is a recipient of federal funds. Pursuant to that
understanding, the LPA agrees that if the LPA employs fifty (50) or more employees and does
at least $50,000.00 worth of business with the State and is not exempt, the LPA will comply
with the affirmative action reporting requirements of 41 CFR 60-1.7. The LPA shall comply
with Section 202 of executive order 11246, as amended, 41 CFR 60-250, and 41 CFR 60-741,
as amended, which are incorporated herein by specific reference. Breach of this covenant may
be regarded as a material breach of Contract.
It is the policy of INDOT to assure full compliance with Title VI of the Civil Rights Act of
1964, the Americans with Disabilities Act and Section 504 of the Vocational Rehabilitation
Act and related statutes and regulations in all programs and activities. Title VI and related
statutes require that no person in the United States shall on the grounds of race, color or national
origin be excluded from participation in, be denied the benefits of, or be subjected to
discrimination under any program or activity receiving Federal financial assistance. (INDOT's
nondiscrimination enforcement is broader than the language of Title VI and encompasses other
State and Federal protections. 1NDOT's nondiscrimination enforcement shall include the
following additional grounds: sex, sexual orientation, gender identity, ancestry, age, income
status, religion, disability, income status, limited English proficiency, or status as a veteran).
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During the performance of this Contract, the LPA, for itself, its assignees and successors in
interest (hereinafter referred to as the "LPA") agrees to the following assurances under Title
VI of the Civil Rights Act of 1964:
a. Compliance with Regulations: The LPA shall comply with the regulations relative to
nondiscrimination in Federally -assisted programs of the Department of Transportation,
Title 49 CFR Part 21, as they may be amended from time to time (hereinafter referred to
as the Regulations), which are herein incorporated by reference and made a part of this
Contract.
b. Nondiscrimination: The LPA, with regard to the work performed by it during the
Contract, shall not discriminate on the grounds of race, color, sex, sexual orientation,
gender identity, national origin, religion, disability, ancestry, or status as a veteran in the
selection and retention of subcontractors, including procurements of materials and leases
of equipment. The LPA shall not participate either directly or indirectly in the
discrimination prohibited by section 21.5 of the Regulation, including employment
practices when the Contract covers a program set forth in Appendix B of the Regulations.
G. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In
all solicitations either by competitive bidding or negotiation made by the LPA for work
to be performed under a subcontract, including procurements of materials or leases of
equipment, each potential subcontractor or supplier shall be notified by the LPA of the
LPA's obligations under this Contract, and the Regulations relative to nondiscrimination
on the grounds of race, color, sex, sexual orientation, gender identity, national origin,
religion, disability, ancestry, income status, limited English proficiency, or status as a
veteran.
d. Information and Reports: The LPA shall provide all information and reports required by
the Regulations, or directives issued pursuant thereto, and shall permit access to its books,
records, accounts, other sources of information, and its facilities as may be determined by
the Indiana Department of Transportation and Federal Highway Administration to be
pertinent to ascertain compliance with such Regulations, orders and instructions. Where
any information required of a LPA is in the exclusive possession of another who fails or
refuses furnish this information, the LPA shall so certify to the Indiana Department of
Transportation or the Federal Highway Administration as appropriate, and shall set forth
what efforts it has made to obtain the information.
Sanctions for Noncompliance: In the event of the LPA's noncompliance with the
nondiscrimination provisions of this Contract, the Indiana Department of Transportation
shall impose such contract sanctions as it or the Federal Highway Administration may
determine to be appropriate, including, but not limited to: (a) withholding payments to
the LPA under the Contract until the LPA complies, and/or (b) cancellation, termination
or suspension of the Contract, in whole or in part.
f. Incorporation of Provisions: The LPA shall include the provisions of paragraphs a
through f in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant thereto.
The LPA shall take such action with respect to any subcontract or procurement as the Indiana
Department of Transportation or the Federal Highway Administration may direct as a means of
enforcing such provisions including sanctions for non-compliance, provided, however, that in the
event the LPA becomes involved in, or is threatened with, litigation with a subcontractor or supplier
as a result of such direction, the LPA may request the Indiana Department of Transportation to enter
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into such litigation to protect the interests of the Indiana Department of Transportation, and, in
addition, the LPA may request the United States of America to enter into such litigation to protect
the interests of the United States of America.
P. Payment. All payments made by INDOT, if any, shall be made in arrears in conformance with State
fiscal policies and procedures and, as required by I.C. 4-13-2-14.8, by electronic funds transfer to the
financial institution designated by the LPA in writing unless a specific waiver has been obtained from
the Indiana Auditor of State. No payments will be made in advance of receipt of the goods or services
that are the subject of this Contract except as permitted by I.C. 4-13-2-20.
Q. Penalties, Interest and Attorney's Fees. INDOT will in good faith perform its required obligations
hereunder, and does not agree to pay any penalties, liquidated damages, interest, or attorney's fees,
except as required by Indiana law in part, I.C. 5-17-5, I.C. 34-54-8, and I.C. 34-13-1.
R. Pollution Control Requirements. If this Contract is for $100,000 or more, the LPA:
Stipulates any facility to be utilized in performance under or to benefit from this Contract is not
listed on the Environmental Protection Agency (EPA) List of Violating Facilities issued pursuant
to the requirements of the Clean Air Act, as amended, and the Federal Water Pollution Control
Act, as amended;
2. Agrees to comply with all of the requirements of the Clean Air Act (including section 114) and
the Federal Water Pollution Control Act (including section 308) and all regulations and guidelines
issued there under; and
.3. Stipulates, as a condition of federal aid pursuant to this Contract, it shall notify INDOT and the
FHWA of the receipt of any advice indicating that a facility to be utilized in performance under
or to benefit from this Contract is under consideration to be listed on the EPA List of Violating
Facilities.
S. Severability. The invalidity of any section, subsection, clause or provision of the Contract shall not
affect the validity of the remaining sections, subsections, clauses or provisions of the Contract.
T. Status of Claims. The LPA shall be responsible for keeping INDOT currently advised as to the status
of any claims made for damages against the LPA resulting from services performed under this Contract.
The LPA shall send notice of claims related to work under this Contract to:
Chief Counsel
Indiana Department of Transportation
100 North Senate Avenue, Room N758
Indianapolis, Indiana 46204-2249
The remainder of this page is intentionally left blank.
Page 11 of 12
Version 3-23-20
Non -Collusion
The undersigned attests, subject to the penalties for perjury, that he/she is the LPA, or that he/she is
the properly authorized representative, agent, member or officer of the LPA, that he/she has not, nor has any
other member, employee, representative, agent or officer of the LPA, directly or indirectly, to the best of
his/her knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or
pay, and that he/she has not received or paid, any sum of money or other consideration for the execution of
this Contract other than that which appears upon the face of this Contract. 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 Party attests to compliance with the
disclosure requirements in IC §4-2-6-10.5.
In Witness Whereof, LPA and the State of Indiana have, through duly authorized representatives,
entered into this Contract. The PARTIES having read and understand the forgoing terms of this Contract do
by their respective signatures dated below hereby agree to the terms thereof.
LPA: CITY OF RICHMOND
Vicki Robinson, President
STATE OF INDIANA
Department of Transportation
Executed by:
Print gr type name and title
Joseph McGuinness, Commissioner
Signature and date
Date:
David M. Snow, Mayor
Print or type n
D zn
and date
7A,V ti7 M - SAUP ,,J 44 Av o(L
Print or type name and title
Signature and date
Department of Administration
Lesley A. Crane, Commissioner
Date:
State Budget Agency
LPA DUNS # 072050461 Zachary Q. Jackson, Director
Attest ) Date:
C�
Auditor or Clerk Treasurer
Approved as to Form and Legality:
(FOR)
Curtis T. Hill, Jr., Attorney General of Indiana
This instrument prepared by: Date:
Brenda E. Fox
June 8, 2020
Page 12 of 12
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ATTACHMENT A
PROJECT DESCRIPTION
Des. No.: 1702760
Program: Group IH
Type of Project: Bike/Pedestrian Facilities
Location: North end of the Whitewater Gorse Trail to the south end of the Cardinal
GreenwaV Trail
A general scope/description of the Project is as follows:
Bike/Pedestrian facilities on the North end of the Whitewater Gorse Trail to the south end of the
Cardinal GreenwaV Trail in the City of Richmond, Indiana.
Attachment A, Page 1 of 1
Version 3-23-20
ATTACHMENT B
LPA'S RIGHTS AND DUTIES
In addition to any other rights and duties required by Indiana or federal law, regulations, rules,
policies or procedures, or described elsewhere in this Contract, the following are the LPA's rights and duties
under this Contract for the Project.
1. The LPA has requested and intends to use federal funds to partially pay for the Project. The
LPA asserts that the LPA has completed or will complete the Project in accordance with
INDOT's Design Manual (See http://www.in.gov/indot/desi-gn manual/) and all pertinent state
and federal laws, regulations, policies and guidance. The LPA or its consultant shall prepare
the environmental document(s) for the Project in accordance with INDOT's Environmental
Manual (See hqp://www.in.gov/indot/2523.htm). Land acquisition for the Project by the LPA
or its consultant shall be in accordance with INDOT's Real Estate Manuals (See
http://www.in.gov/indot/2493.htm).
2. The LPA acknowledges that in order for the cost of consultant services to be eligible for federal
funds or federal credits, the consultant selection must be accordance with INDOT's consultant
selection procedure.
REQUIREMENTS FOR ADDITIONAL CONTRACTS
A. If the LPA wishes to contract with a consultant, contractor or other agent to complete
work on the Project, LPA may:
1. use the "LPA-CONSULTANT Agreement", which is found at
hiip://www.in.gov/indot/2833.htm and is incorporated by reference; or
2. use a form of agreement that has been reviewed and approved by INDOT.
4. The LPA agrees to provide all relevant documents including, but not limited to, all plans,
specifications and special provisions, to INDOT for review and approval, and such approval
will not be unreasonably withheld. If INDOT does not approve an LPA submittal, the LPA
shall cause the submittal to be modified in order to secure INDOT's approval. The LPA
understands that if it fails to provide a submittal, submits it late, or the submittal is not
approvable, the schedule, cost, and federal funds for the Project may be jeopardized.
The LPA agrees to complete all right-of-way acquisition, utility coordination and acquire the
necessary permit(s) and submit documentation of such to INDOT. The utility coordination
shall be in accordance with 105 IAC 13.
At least ninety to one hundred twenty (90 to 120) calendar days prior to 1NDOT's scheduled
construction letting for the project, the LPA will submit to INDOT documentation of the LPA's
fiscal body's resolution or other official action irrevocably committing the LPA to fund the
LPA's cost of the Project as described in Attachment D.
Attachment B, Page 1 of 4
Version 3-23-20
7. If the LPA has failed to meet any of the requirements of sections 1, 2, 4, 5, or 6 above, INDOT
will not let the construction project. If INDOT, and FHWA where necessary, approve LPA's
submittals, INDOT shall schedule the Project for letting at the next reasonable date.
The LPA shall pay the cost of the invoice of the construction, utility, and/or railroad work
within thirty (30) calendar days from the date of INDOT's award of the construction contract.
The LPA understands time is of the essence regarding the Project timeline and payment of costs
by the LPA. Delays in payment may cause substantial time delays and/or increased costs for
the Project. If the LPA has not paid the full amount of the amount billed by INDOT, in
accordance with Attachment D, within sixty (60) calendar days past the due date, INDOT shall
be authorized to cancel all contracts relating to this contract including the contracts listed in
II.A.1 of Attachment D and/or proceed in accordance with I.C. 8-14-1-9 to compel the Auditor
of the State of Indiana to make a mandatory transfer of funds from the LPA's allocation of the
Motor Vehicle Highway Account to INDOT's account.
10. The LPA shall also be responsible for all costs associated with additional provisions and/or
expenses in excess of the federal funds allocated to the project. The LPA, in conjunction with
FHWA (if applicable) and INDOT shall review and approve all change orders submitted by
the field Project Engineer/Supervisor, and such approvals shall not be unreasonably withheld.
11. The LPA shall provide competent and adequate engineering, testing, and inspection service to
ensure the performance of the work is in accordance with the construction contract, plans and
specifications and any special provisions or approved change orders. If, in INDOT's opinion,
the services enumerated in this section are deemed to be incompetent or inadequate or are
otherwise insufficient or if a dispute arises, INDOT shall, in its sole discretion, have the right
to supplement the services or replace the engineers or inspectors providing these services at the
sole expense of the LPA.
A. If project inspection will be provided by full-time LPA employees:
The personnel must be employees of the LPA. Temporary employment or retainage-
based payments are not permissible. INDOT must pre -approve, in writing, the LPA's
personnel. Only costs incurred after INDOT's written notice to proceed to the LPA shall
be eligible for federal -aid participation. All claims for federal -aid shall be submitted to
the District office, referenced on Page 1, for payment.
or
B. If project inspection will be provided by the LPA's consultant:
INDOT must approve, in writing, the consultant personnel prior to their assignment to
the project. The LPA shall execute a contract with a consultant setting forth the scope
of work and fees. The LPA shall submit this contract to INDOT prior to INDOT's Ready
for Contracts date for the Project. Only costs incurred after INDOT's written notice to
proceed to the LPA and the LPA's written notice to proceed to the consultant shall be
eligible for federal aid participation. All claims for federal -aid shall be submitted to the
District office, referenced on page 1, for payment.
Attachment B, Page 2 of 4
Version 3-23-20
12. The LPA shall submit reports, including but not limited to quarterly reports, to INDOT
regarding the project's progress and the performance of work per INDOT standard reporting
methods. If the required reports are not submitted, federal funds may be withheld.
13. The LPA hereby agrees that all utilities which cross or otherwise occupy the right-of-
way of said Project shall be- regulated on a continuing basis by the LPA in accordance
with INDOT's Utility Procedure and Accommodation Policy (See
http://www.in.gov/indot/2389.htm). The LPA shall execute written use and occupancy
contracts as defined in this Policy.
14. If FHWA or INDOT invokes sanctions per Section VI.D.2. of the General Provisions of this
contract, or otherwise denies or withholds federal funds (hereinafter called a citation or cited
funds) for any reason and for all or any part of the Project, the LPA agrees as follows:
a. In the case of correctable noncompliance, the LPA shall make the corrections, to the
satisfaction of FHWA and INDOT, in a reasonable amount of time. If the LPA fails to
do so, paragraph 14.b. and/or 14.c. below, as applicable, shall apply.
b. In case a citation for noncompliance is not correctable or if correctable and the LPA does
not make any corrections, or if correctable and the LPA makes corrections that are not
acceptable to FHWA and INDOT, or for whatever reason the FHWA citation continues
in force beyond a reasonable amount of time, this paragraph shall apply and adjustments
shall be made as follows:
The LPA shall reimburse INDOT the total amount of all right-of-way costs that
are subject to FHWA citation that have been paid by INDOT to the LPA.
2. If no right-of-way costs have as yet been paid by INDOT to the LPA or to others,
INDOT will not pay any right-of-way claim or billing that is subject to FHWA
citation.
3. The LPA agrees that it is not entitled to bill INDOT or to be reimbursed for any of
its right-of-way liabilities or costs that are subject to any FHWA citation in force.
C. If FHWA issues a citation denying or withholding all or any part of construction costs
due to LPA noncompliance with right-of-way requirements, and construction work was
or is in progress, the following shall apply:
1. INDOT may elect to terminate, suspend, or continue construction work in accord
with the provisions of the construction contract.
2. INDOT may elect to pay its obligations under the provisions of the construction
contract.
3. In the case of correctable noncompliance, the LPA shall make the corrections in a
reasonable amount of time to the satisfaction of FHWA and MDOT.
Attachment B, Page 3 of 4
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4. In case the noncompliance is not correctable, or if correctable and the LPA does
not make any corrections, or if correctable and the LPA makes corrections that are
not acceptable to FHWA or INDOT, or for whatever reason the FHWA citation
continues in force beyond a reasonable amount of time, and construction work has
been terminated or suspended, the LPA agrees to reimburse INDOT the full
amount it paid for said construction work, less the amount of federal funds allowed
by FHWA.
d. In any case, the LPA shall reimburse INDOT the total cost of the Project, not eligible for
federal participation.
e. If for any reason, MOT is required to repay to FHWA the sum or sums of federal funds
paid to the LPA or any other entity through INDOT under the terms of this Contract, then
the LPA shall repay to INDOT such sum or sums within forty-five (45) days after receipt
of a billing from INDOT. Payment for any and all costs incurred by the LPA which are
not eligible for federal funding shall be the sole obligation of the LPA.
Attachment B, Page 4 of 4
* It
Version 3-23-20
ATTACHMENT C
INDOT'S RIGHTS AND DUTIES
In addition to any other rights and duties required by Indiana or federal law or regulations or
described elsewhere in this Contract, the following are 1NDOT's rights and duties under the Contract:
INDOT shall have full authority and access to inspect and approve all plans, specifications and
special provisions, for the Project regardless of when those plans, specifications, special
provisions or other such Project documents were created.
2. INDOT shall complete all railroad coordination for the Project on behalf of the LPA.
After the LPA has submitted and INDOT has accepted and/or approved all pre -letting
documents, INDOT will prepare the Engineer's Estimate for construction of the Project.
4. If the LPA owes INDOT money which is more than 60 days past due, INDOT will not open
the construction bids for the Project.
5. Not later than sixty (60) calendar days after receipt by INDOT of a certified copy of a resolution
from the LPA's fiscal body authorizing the LPA to make payment to INDOT according to the
terms of Attachment D, and fulfillment of all other pre -letting obligations of this contract,
INDOT shall, in accordance with applicable laws and rules (including I.C. 8-23-9, I.C. 8-23-
10, and 105 I.A.C. 11), conduct a scheduled letting.
6. Subject to the LPA's written approval, INDOT shall award the construction contract for the
Project according to applicable laws and rules.
7. Not later than seven (7) calendar days after INDOT awards the construction contract described
above, INDOT shall invoice the LPA for the LPA's share of the construction cost.
8. If INDOT has received the LPA's share of the Project construction cost and if the lowest
qualified bidder has not otherwise been disqualified, INDOT shall issue notice to proceed for
the Project to the contractor within fourteen (14) calendar days of its receipt of the LPA share
of the construction cost.
INDOT shall have the right and opportunity to inspect any construction under this Contract to
determine whether the construction is in conformance with the plans and specifications for the
Project.
10. In the event the engineering, testing, and inspection services provided by the LPA, in the
opinion of INDOT, are deemed to be incompetent or inadequate or are otherwise insufficient
or a dispute arises, INDOT shall, in its sole discretion, have the right to supplement the
engineering, testing, and inspection force or to replace engineers or inspectors employed in
such work at the expense of the LPA. INDOT's engineers shall control the work the same as
on other federal aid construction contracts.
11. After the final Project audit is approved by INDOT, the LPA shall, within forty-five (45) days
after receipt of INDOT's bill, make final payment to INDOT pursuant to Attachment D or
INDOT shall, within forty-five (45) days after approval of the audit, refund any Project
overpayment to the LPA.
Attachment C, Page 1 of 1
Version 3-23-20
ATTACHMENT D
PROJECT FUNDS
Project Costs.
A. This contract is just for the one (1) phase checked below:
Preliminary Engineering or
Right -of -Way or
X Construction;
Otherwise, this contract covers all phases.
B. If the Program shown on Attachment A is receiving federal -aid funds for the project,
the LPA is allocated the funds through the MPO as written in their fiscally constrained TIP.
Any adjustments (positive or negative) to the dollar amount listed in the TIP, or any increase
or decrease in the funding from a prior year, authorized by the MPO that may not be reflected
in the current TIP, are hereby considered adjustments to the contract between the LPA and
INDOT, as the MPO must maintain fiscal constraint for all projects listed. Federal funds made
available to the LPA by INDOT will be used to pay % of the eligible Project costs. The
maximum amount of federal -aid funds allocated to the Project is dependent upon the current
TIP allocation. As of this date, , the maximum amount according to the TIP dated
is . The most current MPO TIP page, or MPO authorization, is uploaded into INDOT's
Scheduling Project Management System (SPMS).
me
C. Federal -aid Funds made available to the LPA by INDOT will be used to pay 80 % of the
eligible Project costs. The maximum amount of federal funds allocated to the project is
$ 865,270.06 ($ 794,000 Transportation Alternative funds and $71,270.06 Demonstration
funds .
D. The LPA understands and agrees that in accordance with I.C. 8-23-2-14, INDOT retains 2.5%
of the final construction costs for oversight of construction inspection and the testing .of
construction materials.
E. The LPA understands and agrees that it is INDOT's policy to only allow non -discretionary
changes to a Project scope after bidding. Changes to the Project scope after bidding that are
by the choice of the LPA and are not required to complete the Project will not be eligible for
federal -aid funds and must be funded 100% locally.
F. The LPA understands and agrees that the federal -aid funds allocated to the Project are intended
to accomplish the original scope of the Project as designed. If the Project bid prices are
lower than estimated, the LPA may not utilize those federal -aid funds and the remaining
balance of federal -aid funds will revert back to the Local Program.
G. If the Program shown on Attachment A is Group I or Group II, Section E. does not apply. If
the Project bid prices are lower than estimated, the LPA may not utilize those federal -aid funds
and the remaining balance of federal -aid funds will revert back to the MPO.
H. The remainder of the Project cost shall be borne by the LPA. For the avoidance of doubt,
INDOT shall not pay for any costs relating to the Project unless the PARTIES have agreed in
a document (which specifically references section I.D. of Attachment D of this contract) signed
Attachment D, Page 1 of 2
'J&• _M t
Version 3-23-20
by an authorized representative of INDOT, the Indiana Department of Administration, State
Budget Agency, and the Attorney General of Indiana.
I. Costs will be eligible for FHWA participation provided that the costs:
(1) Are for work performed for activities eligible under the section of title 23, U.S.C.,
applicable to the class of funds used for the activities;
(2) Are verifiable from INDOT's or the LPA's records;
(3) Are necessary and reasonable for proper and efficient accomplishment of project
objectives and meet the other criteria for allowable costs in the applicable cost principles
cited in 49 CFR section 18.22;
(4) Are included in the approved budget, or amendment thereto; and
(5) Were not incurred prior to FHWA authorization.
I. Billings.
A. Billing:
1. When INDOT awards and enters into a contract (i.e., construction, utility, and/or railroad)
on behalf of the LPA, INDOT will invoice the LPA for its share of the costs. The LPA
shall pay the invoice within thirty (30) calendar days from date of INDOT's billing.
The LPA understands time is of the essence regarding the Project timeline and costs and
delays in payment may cause substantial time delays and/or increased costs for the
Project.
If the LPA has not paid the full amount due within sixty (60) calendar days past the due
date, INDOT shall be authorized to cancel all contracts relating to this Contract, including
the contracts listed in II.A.1 of Attachment D and/or proceed in accordance with I.C. 8-
14-1-9 to compel the Auditor of the State of Indiana to make a mandatory transfer of
funds from the LPA's allocation of the Motor Vehicle Highway Account to INDOT's
account.
B. Other Costs:
The LPA shall pay INDOT for expenses incurred in performing the final audit less the
amount eligible for Federal -aid reimbursement.
H.Repayment Provisions.
If for any reason, INDOT is required to repay to FHWA the sum or sums of federal funds paid to the
LPA or on behalf of the LPA under the terms of this Contract, then the LPA shall repay to INDOT
such sum or sums within thirty (30) days after receipt of a billing from INDOT. If the LPA has not
paid the full amount due within sixty (60) calendar days past the due date, INDOT may proceed in
accordance with I.C. 8-14-1-9 to compel the Auditor of the State of Indiana to make a mandatory
transfer of funds for the LPA's allocation of the Motor Vehicle Highway Account to INDOT's account
until the amount due has been repaid.
Attachment D, Page 2 of 2